Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 to this Agreement, none of the Companies has any collective bargaining or union contracts or agreements. There have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any of the employees or activities of any of the Companies. To the knowledge of GET, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the Companies. Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligation. (b) The Companies have deducted and remitted to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes and amounts which they are required to deduct and remit to such governmental entity, and the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is not reasonably expected to result in any material liability. (c) Except as set forth on Schedule 5.8 to this Agreement, the consummation of the transactions contemplated by this Agreement will not in and of itself (i) entitle any current or former employee of any of the Companies to severance pay, unemployment compensation or any other similar payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans"). (e) Except as set forth on Schedule 5.8, each Benefit Plan set forth in Schedule 5.8 which is intended by GET to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date of this Agreement, GET has delivered to Jabil true and complete copies of (i) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISA. (h) Except as disclosed on Schedule 5.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.8, none of the Companies has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction of any contributions thereto by any Company, is the subject of a current or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.

Employees; Employee Benefits. (a) Except Schedule 5.23(a) sets forth a true, correct and complete list of each of those employees designated by the Company as disclosed in Schedule 5.8 to this Agreement, none key personnel of the Companies has any collective bargaining Company and/or its Subsidiaries, setting forth the name, title, current base salary or union contracts or agreements. There have not been any unfair labor practice complaintshourly rate for each such person, material labor difficulties or work stoppagesalong with total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended June 30, or threats thereof, affecting any of the employees or activities of any of the Companies. To the knowledge of GET, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the Companies. Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligation2021 and 2022. (b) The Companies have deducted Neither the Company nor any Subsidiary is a party to or subject to any collective bargaining agreement, non-competition agreement restricting the activities of any member of the Company Group, or any similar agreement, and remitted there has been no activity or Proceeding by a labor union or representative thereof to organize any employees of any member of the Company Group. There is no labor strike, material slowdown or material work stoppage or lockout pending or, to the relevant Governmental Entities all income taxesKnowledge of the Company and/or any Subsidiary, unemployment insurance contributions and other taxes and amounts which they are required threatened against the Company and/or any Subsidiary. Further, neither the Company nor any Subsidiary has ever experienced any strike, material slowdown, material work stoppage or lockout by or with respect to deduct and remit to such governmental entity, and the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is not reasonably expected to result in any material liabilityits employees. (c) Except as set forth on in Schedule 5.8 5.23(c), there are no pending or, to this Agreement, the consummation Knowledge of the transactions contemplated by this Agreement will not in and of itself (i) entitle Company and/or any current Subsidiary, threatened claims or former employee of any of Proceedings against the Companies to severance pay, unemployment compensation Company or any other similar payment, Subsidiary under any worker’s compensation policy or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employeelong-term disability policy. (d) Schedule 5.8 lists 5.23(d) sets forth an accurate and complete list of all "material Company and Subsidiary “Benefit Arrangements” including but not limited to employee benefit share plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), long term and all other bonus, pension, profit sharing, deferred compensation, short term incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans")plans and Fringe Benefits. (e) Except as set forth on Schedule 5.8, With respect to each Benefit Plan set forth in Schedule 5.8 which is intended by GET Arrangement, the Company has made available to be tax qualified under Section 401(a) of the Code has received Predecessor or its counsel a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date of this Agreement, GET has delivered to Jabil true and complete copies of copy, to the extent applicable, of: (i) each writing constituting a part of such Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereofArrangement and all amendments thereto, (ii) the most recent annual report filed with and accompanying schedule prepared by the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, Company; (iii) the most recent current summary plan description for each Benefit Plan for which such summary plan description is required, and any material modifications thereto; (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, the most recent annual financial and actuarial reports; (v) the most recent actuarial reportdetermination or opinion letter received by any member of the Company Group from the ATO regarding the Company Group’s compliance with its tax obligations in relation to such Benefit Arrangement and (vi) the most recent written results of all required compliance testing, if any, relating to any . (f) All Benefit PlanArrangements are in material compliance with the relevant laws and regulations. (g) None of the Companies nor any officer of any of the Companies or All taxes have been accurately calculated and remitted for any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company Arrangements made to a material tax former or penalty on prohibited transactions or to any liability under ERISAcurrent employee. (h) Except as disclosed on Schedule 5.8otherwise disclosed, there are no such material Actions or facts and circumstances that could result in a material Action with respect to a Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage lawArrangement. (i) Each Neither the execution, delivery and performance of this Agreement or any Additional Agreement to which the Company is a party nor the consummation of the Transactions will (either alone or in combination with another event) (i) result in any severance or other payment becoming due, or increase the amount of any compensation or benefits due, to any current or former employee, officer, director, consultant or other service provider of any member of the Company Group; (ii) limit or restrict the right of any member of the Company Group to merge, amend or terminate any Benefit Plan and all related Arrangement; or (iii) result in the acceleration of the time of payment or vesting, or result in any payment or funding (through a grantor trust or other agreements conform in form and operation tootherwise) of any such compensation or benefits under, and comply withor increase the amount of compensation or benefits due under, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such any Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosedArrangement. (j) Except as disclosed in Schedule 5.8Neither the execution, none delivery and performance of this Agreement or any Additional Agreements to which the Company is a party nor the consummation of the Companies has announced Transactions will (either alone or in combination with another event), result in any payment (whether in cash or property) or the vesting of property that could reasonably be expected to result in the imposition of excise tax under 26 U.S. Code §4999. No person is entitled to receive any additional payment (including any tax gross-up or other payment) from any member of the Company Group as a plan to create, nor does it have result of the imposition of any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISAsuch taxes. (k) All insurance premiums or contributions required, with respect to any Each Benefit Plan, have been paid Arrangement that is a “nonqualified deferred compensation plan” (as defined in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time 409A(d)(1) of the Merger. (l) Except as disclosed on Schedule 5.8Code), no Benefit Planif any, or the deduction of any contributions thereto by any Companyis, is the subject of a current or pending audit by any Governmental Entityin all material respects, in documentary compliance with, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect theretohas in all material respects been administered in compliance with, other than such benefit claims as are made in Section 409A of the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit PlanCode.

Employees; Employee Benefits. (a) Attached as Schedule 4.8 are the respective dates of hire, positions and base salary of the employees of Covisint identified by Buyer pursuant to Section 6.11(a). Except as disclosed in set forth on Schedule 5.8 to this Agreement4.8, none of the Companies such employees has any agreement with Covisint. With respect to those employees listed on Schedule 4.8, Covisint has provided Buyer with complete copies of all such agreements. Covisint does not have any collective bargaining or union contracts or agreements. There Except as set forth on Schedule 4.8, there have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any of the employees or activities of any of the CompaniesCovisint. To the knowledge of GETCovisint, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the CompaniesCovisint. Except as set forth in Schedule 5.84.8, any employees employee of the Companies Covisint listed on Schedule 4.8 may be terminated at will, with or without cause, without any material severance obligation. (b) The Companies have Covisint has deducted and remitted to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes Taxes and amounts which they are it is required to deduct and remit to such governmental entityGovernmental Entities, and the Companies have Covisint has made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is not reasonably expected to result in any material liability. (c) Except as set forth on Schedule 5.8 to this Agreement4.8 or as otherwise required by Law, the consummation of the transactions contemplated by this Agreement will not in and of itself (i1) entitle any current or former employee of any of the Companies Covisint identified by Buyer pursuant Section 6.11(a) to severance pay, unemployment compensation or any other similar payment, or (ii2) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans").[reserved] (e) Except as set forth on Schedule 5.84.8, each Benefit Plan set forth in Schedule 5.8 which is intended by GET to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date knowledge of this AgreementCovisint, GET has delivered to Jabil true and complete copies none of (i) each Benefit Plan orCovisint, in the case of any unwritten Benefit Plans, descriptions thereof, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies Covisint or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company Covisint or any officer of any Company Covisint to a material tax Tax or penalty on prohibited transactions or to any liability under ERISA. (hf) Except as disclosed on Schedule 5.84.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA, or applicable state continuation coverage law. (ig) Each Except as would not impose a material liability on Covisint, or except as set forth on Schedule 4.8, each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws Laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (jh) Except as disclosed in Schedule 5.84.8, none of the Companies Covisint has not announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (ki) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid or accrued in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.84.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the MergerClosing Date. No Pension Benefit Guaranty Corporation premiums are required with respect to any Benefit Plan. (lj) Except as disclosed on Schedule 5.84.8, no Benefit Plan, or the Tax deduction of any contributions thereto by any CompanyCovisint, is is, to the knowledge of Covisint, the subject of a current or pending an audit by any Governmental Entity, and no litigation or asserted claims exist against any Company Covisint or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 to this Agreement, none 4.12(a) of the Companies has any collective bargaining Seller Disclosure Letter sets forth a true, complete and correct list of all Seller Benefit Plans, other than (i) standard employment agreements, policies, handbooks and other material procedures or union contracts or agreements. There have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any schemes that follow a form previously provided to Buyer (which form must also be set forth on Schedule 4.12(a) of the employees or activities of any Seller Disclosure Letter), do not provide for benefits other than those listed on Schedule 4.12(a) of the Companies. To the knowledge of GET, there is no union campaign presently being conducted to solicit employees to authorize Seller Disclosure Letter and do not otherwise provide for notice or severance or other termination or similar benefits exceeding those required by applicable Law and (ii) Seller Benefit Plans sponsored by a union to request a national labor relations board certification election with respect to the employees of any of the Companies. Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligationGovernmental Authority. (b) The Companies have deducted To the knowledge of Seller, (i) no Executive Level Employee intends to terminate his or her employment with Seller or any of its Subsidiaries or reject his or her offer of employment from Buyer or its Affiliates and remitted (ii) no Business Employee, former employee of the Business, or current or former independent contractor of the Business is in any material respect in violation of any term of any employment agreement, nondisclosure obligation, fiduciary duty, noncompetition or non-solicitation agreement, restrictive covenant or other obligation: (A) owed to Seller or its Subsidiaries or (B) owed to any third party with respect to such person’s right to be employed or engaged by Seller or its Subsidiaries or provide services to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes and amounts which they are required to deduct and remit to such governmental entity, and the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is Business. Except as would not be reasonably expected to result in any be material liabilityto the Business, to the knowledge of Seller, (i) Seller and its Subsidiaries have fully and timely paid all wages, salaries, premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that has come due and payable to the Business Employees, former employees of the Business, and current or former independent contractors of the Business under applicable Law, Contract or company policy and (ii) each individual who is or within the past three years has provided services to the Business and is classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider is and has been properly classified and treated as such for all applicable purposes. (c) Except as set forth on Schedule 5.8 would not, individually or in the aggregate, be reasonably expected to this Agreementbe material to the Business, Seller and its Subsidiaries are, and for the past three years have been, in compliance with all applicable Laws regarding labor, pensions, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, equal opportunity and affirmative action, wages (including the UK National Minimum Wage Regulations 2015), holiday pay, and hours (including the classification of independent contractors and exempt and non-exempt employees and UK Working Time Regulations 1998), immigration (including the completion of Forms I-9 for U.S. employees and the confirmation of employee visas, right to work checks), Transfer Regulations, employment harassment, discrimination or retaliation, whistleblowing, disability, plant closures, redundancies, and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar Laws (“WARN Act”)), workers’ compensation, unemployment insurance, labor relations, employee leave, COVID-19, ERISA, the consummation Patient Protection and Affordable Care Act, including the Health Care and Education Reconciliation Act of 2010, as amended and including any guidance issued thereunder, and COBRA, in each case, with respect to the conduct of the Business by Seller and its Subsidiaries, including Business Employees and former employees of the Business. Each Seller Benefit Plan has been established, maintained, funded and administered in all material respects in accordance with its terms and applicable Laws, and all contributions and other payments that have become due with respect to each Seller Benefit Plan have been timely made or paid. Each Seller Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified. (d) There is, and in the past three years there has been, no pending or existing, or to the knowledge of Seller, threatened, unfair labor practice charge, material labor grievance, labor arbitration, strike, lockout, slowdown, picketing, handbilling, work stoppage or dispute related to the Business or any of the Seller Benefit Plans, including the Business Employees and former employees of the Business. Except as described in Schedule 4.12(d) of the Seller Disclosure Letter, neither Seller nor any of its Subsidiaries is party to or bound by any collective bargaining agreement, union agreement, works council, employee forum or other labor Contract related to the Business or the Business Employees (each, a “Labor Agreement”), and no Business Employees are represented by any labor union, works council or other labor organization with respect to their employment with Seller or its Subsidiaries. In the past three years, (i) to the knowledge of Seller, there has been no union organization effort or activity threatened, initiated or in progress with respect to the Business, including the Business Employees or former employees of the Business and (ii) no labor union, works council, other labor organization, or group of Business Employees or former employees of the Business has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the knowledge of Seller, threatened. With respect to the transactions contemplated by this Agreement will not and the other Transaction Documents, Seller and its Subsidiaries have satisfied in and of itself (i) entitle all material respects any current pre-signing or former employee of any of pre-Closing notice, consultation or bargaining obligations owed to the Companies to severance payBusiness Employees or the Business Employees’ representatives under applicable Law, unemployment compensation or any other similar payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical Labor Agreement or other plan or arrangement, providing benefits to any current or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans")Contract. (e) Except as set forth on Schedule 5.8With respect to the Business, each Benefit Plan set forth in Schedule 5.8 Seller its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, victimization, harassment, retaliation or policy violation allegations of which is intended by GET any of them has knowledge. With respect to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered allegation with potential merit, Seller and its Subsidiaries have taken corrective action that is reasonably calculated to Jabilprevent further improper action. Seller and its Subsidiaries do not reasonably expect any material Liabilities to the Business with respect to any such allegations and are not aware of any such allegations that, if known to the public, would bring the Business into material disrepute. (f) On None of Seller, its Subsidiaries, or prior any of their ERISA Affiliates, nor any predecessor thereof, sponsors, maintains or contributes to, has an obligation to the date of this Agreementcontribute to or otherwise has any Liability under or with respect to, GET has delivered to Jabil true and complete copies of (i) each Benefit Plan or, in the case past three years, has sponsored, maintained or contributed to, (i) a multiemployer plan within the meaning of any unwritten Benefit Plans, descriptions thereofSection 3(37) of ERISA, (ii) a “defined benefit plan” as defined in Section 3(35) of ERISA or any plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was requiredCode, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA or (iv) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code that, in each trust agreementcase, group annuity contract could result in the imposition of any Liability on the Business or insurance contract relating Buyer or any of its Affiliates. None of Seller, its Subsidiaries, or any of their ERISA Affiliates has incurred any unsatisfied Liability (including withdrawal Liability) under, and, to the knowledge of Seller, no circumstances exist that would result in any Benefit PlanLiability to Seller, and (v) its Subsidiaries, or any of their ERISA Affiliates under, Title IV of ERISA or Section 412 of the most recent actuarial reportCode or Section 302 of ERISA or otherwise as a consequence of at any time being considered a single employer under Section 414 of the Code with any other Person that could result in the imposition of any Liability on the Business, if any, relating to Buyer or any Benefit Planof its Affiliates. (g) None of the Companies nor any officer of any of the Companies Seller, its Subsidiaries, or any of the Benefit Planstheir ERISA Affiliates has any Liability to provide medical, dental or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) life insurance coverage or any other breach welfare benefits after termination of fiduciary responsibility that would subject employment or service in respect of any Company Business Employee or any officer current or former director, officer, employee or other individual service provider of any Company to a material tax the Business, except as may be required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or penalty on prohibited transactions or to any liability under ERISAother applicable state Law for which the recipient pays the full cost of coverage. (h) Except as disclosed on described in Schedule 5.84.12(h) of the Seller Disclosure Letter, no such neither the execution and delivery of this Agreement and the other Transaction Documents nor the consummation of the transactions hereunder or thereunder (either alone or in combination with any other event) could (i) entitle any Business Employee or other current individual service provider of the Business to severance pay, commission payment, one-off payment, or bonus payment under any Seller Benefit Plan or otherwise, or be entitled to terminate their employment, (ii) result in any payment becoming due, accelerate the time of payment, funding or vesting of compensation bonus, commission or benefits, or increase the amount of compensation or benefits, in each case, due to any such individual, or (iii) result in any payment that is could constitute an employee welfare benefit plan “excess parachute payment” (as defined in ERISA Section 3(1280G(b)(1) of the Code)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Seller Benefit Plan and all related trust or other agreements conform that constitutes in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and any part a nonqualified deferred compensation plan within the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants meaning of Section 409A of the Code has been timely filed operated and disclosedmaintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (j) Except as disclosed in Schedule 5.8There is no agreement, none plan or other arrangement to which the Seller is a party or by which the Seller is otherwise bound to gross-up or reimburse any Business Employee, former employee of the Companies has announced a plan to create, nor does it have Business or other current or former individual service provider of the Business for any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) Tax or related interest or penalties incurred by such individual under Sections 409A or 4999 of ERISAthe Code or otherwise. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any No Seller Benefit Plan with regard to policy years or other periods ending on or before in the Effective Time UK provides retirement benefits which are not “money purchase benefits” as defined in section 181 of the MergerUK Pension Schemes Act 1993. Every member of the Seller Party has (i) at all times complied with their auto-enrollment obligations under the UK Pensions Act 2008; (ii) has not at any time employed a member of, or been associated or connected (as defined in section 51(3) of the UK Pensions Act 2004) with an employer which employed a member of, an occupational defined benefit pension scheme. (l) Except No Business Employee or director of the Business or any of their dependents has a right to pension benefits which are not benefits for old age, invalidity or survivors as disclosed on Schedule 5.8, no Benefit Plan, a result of the transfer of his contract of employment to a Seller Party under the UK Transfer of Undertakings (Protection of Employment) Regulations 1981 or the deduction Transfer of any contributions thereto by any Company, is the subject Undertakings (Protection of a current or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit PlanEmployment) Regulations 2006.

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 After the Closing, Buyer shall initially cause the Company to this Agreement, none employ each employee of the Companies has any collective bargaining Company, whether salaried or union contracts or agreements. There have not been any unfair labor practice complaintshourly (including each such employee who is absent due to vacation, material labor difficulties or work stoppagesholiday, illness, leave of absence, or threats thereofshort-term disability, affecting but not including any such employee whose short-term disability period has ended and as a result has become eligible to receive long-term disability benefits prior to the Closing Date), (i) at the same or comparable job or position and location as in effect immediately prior to the Closing Date, (ii) at a salary or wage level and annual and long-term bonus opportunities at least equal to the salary or wage level and annual and long-term bonus opportunities to which such employee was entitled immediately prior to the Closing Date, and (iii) with all benefits, perquisites and other terms and conditions of employment that are at least as favorable as the employees or activities benefits, perquisites and other terms and conditions that such employee was entitled to receive immediately prior to the Closing Date (including for this purpose benefits pursuant to qualified retirement and savings plans, medical, dental and pharmaceutical plans and programs, incentive compensation plans, vacation benefits, paid time off and sick pay but excluding deferred compensation arrangements, non-qualified retirement and savings plans, retiree medical plans, and equity-based compensation plans), except as and to the extent otherwise provided in Section 5.8(b). Buyer, on behalf of any of itself and its Affiliates, agrees to maintain the Companiesforegoing clauses (i) – (iii) in place until December 31, 2021 (subject to Section 5.8(b)). To Notwithstanding the knowledge of GETforegoing, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any each employee of the CompaniesCompany whose terms and conditions of employment are governed by a collective bargaining agreement or other Contract with a labor organization, Buyer shall ensure that the Company continues to abide by and apply the terms of such applicable collective bargaining agreement(s) or other Contract(s) until such collective bargaining agreement(s) or other Contract(s) is modified, amended or terminated in accordance with the terms of the applicable collective bargaining agreement or other Contract and applicable Law, including providing each such employee with a qualified defined benefit retirement plan and a qualified defined contribution retirement plan, established as soon as administratively practicable (and in any event within thirty (30) days after the Closing) with an effective date for accrual of benefits as of the Closing Date, with terms and conditions that are substantially similar to those of the comparable qualified defined benefit retirement plan and qualified defined contribution retirement plan of Seller in effect immediately prior to the Closing Date. Except as set forth in Schedule 5.8For the avoidance of doubt, any all employees of the Companies may Company shall cease accruing benefits under the qualified defined benefit retirement plans and qualified defined contribution retirement plans of Seller as of the Closing Date, and Seller will retain all assets and liabilities accrued under such plans prior to Closing. Any Transferred Employees who are eligible to participate in Seller’s retiree medical plan on or prior to the Closing Date will be terminated at willafforded the opportunity to participate in such plan, with or without cause, without any material severance obligationaccording to the terms of that plan. (b) The Companies have deducted and remitted Notwithstanding anything in Section 5.8(a), to the relevant Governmental Entities contrary, Buyer shall not be required to provide a qualified defined benefit retirement plan to the employees of the Company whose terms and conditions of employment are not governed by a collective bargaining agreement or other Contract with a labor organization. In lieu thereof, Buyer shall provide such employees, and any such employees participating in the qualified defined contribution retirement plan of Seller immediately prior to the Closing Date regardless of whether such employees participated in Seller’s qualified defined benefit retirement plan, with a qualified defined contribution retirement plan, effective as of the Closing Date, with terms and conditions that are substantially similar to those of the comparable qualified defined contribution retirement plan of Seller in effect immediately prior to the Closing Date, provided that Buyer shall make, (i) employer matching and retirement contributions in amounts equal to the amounts in effect under the comparable qualified defined contribution retirement plan of Seller immediately before the Closing Date for a period not ending prior to December 31, 2021, and (ii) for such employees hired prior to January 1, 2008 who participated in the qualified defined benefit retirement plan of Seller immediately prior the Closing Date, additional Pension Make-Up Payments for a period not ending prior to December 31, 2021, subject to reduction to the extent required for such benefits to comply with all income taxes, unemployment insurance contributions compliance testing and other taxes legal requirements. (c) Without limiting the generality of Section 5.8(a), (i) Buyer agrees that Company will provide continuation coverage pursuant to Section 4980B of the Code and amounts which they are Section 601 of ERISA to (A) its employees and former employees and their “qualified beneficiaries” as required to deduct and remit to such governmental entityby Law, and (B) any employee or former employee who primarily performed services for the Companies Business and becomes a Transferred Employee whose “qualifying event” occurs on or after the Closing Date and his or her “qualified beneficiaries” (in each case the terms “qualifying event” and “qualified beneficiaries” being defined under Section 4980B of the Code and Section 601 of ERISA); (ii) Buyer agrees that it will cause the Company to assume, honor and be solely responsible for paying, providing or satisfying when due all vacation, sick pay and other paid time off for Transferred Employees accrued but unused as of the Closing Date, on terms and conditions not less favorable than the terms and conditions in effect immediately prior to the Closing Date (for purposes of clarity, no payout of any vacation, sick pay or other paid time off shall be made in connection with the Closing unless otherwise required by the applicable terms and conditions in effect immediately prior to the Closing Date); (iii) Buyer will cause any benefit or compensation plan, program, agreement or arrangement applicable to the Transferred Employees following the Closing Date, using commercially reasonable efforts, to (A) recognize all costs and expenses incurred by the Transferred Employees (and their dependents and beneficiaries) up to (and including) the Closing Date for the plan year which includes the Closing Date, for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such benefit plan, (B) waive any preexisting condition, evidence of insurability, good health, actively-at-work exclusions and similar limitations for the Transferred Employees to the same extent as would have made been recognized under the corresponding Company Benefit Plan immediately prior to the Closing Date, and (C) credit all required filings in respect thereofservice of the Transferred Employees prior to the Closing Date for all eligibility and vesting purposes and for purposes of vacation, sick pay and other paid time off accruals and severance benefit determinations to the same extent as would have been recognized under the corresponding Company Benefit Plan immediately prior to the Closing Date, except to the extent that any failure to deduct, remit or file is not reasonably expected to such a credit would result in any material liability. the duplication of benefits; and (civ) Except as set Buyer shall maintain for at least one (1) year starting on the Closing Date the same severance arrangements applicable to the Transferred Employees that were in effect immediately before the Closing Date (the “Seller Severance Arrangements”). Schedule 5.8(c) sets forth on Schedule 5.8 to this Agreement, the consummation details of the transactions contemplated by this Agreement will not Seller Severance Arrangements applicable to the Transferred Employees. Buyer and Seller agree that any Liability in respect of a person covered under clause (i)(A) above whose qualifying event occurred prior to the Closing Date and of itself (i) entitle any current or former employee of any of the Companies to severance pay, unemployment compensation or any other similar payment, or all Liabilities under clause (ii) accelerate the time of payment or vesting or increase the amount of compensation due above will be accrued as Current Liabilities in Net Working Capital as finally determined pursuant to any such employee or former employeeSection 2.8. (d) Schedule 5.8 lists Prior to the Closing Date, Seller will furnish a census of all "expected Transferred Employees in a form reasonably satisfactory to Buyer. Buyer will make available to each Transferred Employee such number of unused vacation days and other paid time off accrued by such employee benefit plans" (with Seller or any Affiliate of Seller prior to the Closing Date in accordance with applicable personnel policies applicable to such employees on the date hereof, and the related accrual as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of Closing Date will be reflected in the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans")Final Closing Statement. (e) Except as set forth on Schedule 5.8, each Seller will cause all payments under all Employee Benefit Plan set forth in Schedule 5.8 which is intended Plans sponsored by GET Seller and its Affiliates (other than the Company) to be tax qualified under Section 401(amade for all periods prior to and following the Closing in accordance with the terms of each applicable Employee Benefit Plan. Prior to the Closing, Seller may transfer (or cause to be transferred) to the Company the employment of any employees of Seller and its Affiliates (other than the Company) who primarily support the Business, such that those employees are employees of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy Company as of the most recent determination letter for each such Benefit Plan has been delivered to JabilClosing and will become Transferred Employees. (f) On or prior In respect of the defined benefit plans and defined contribution plans set forth on Schedule 5.8(f), Seller will take the actions to be mutually agreed upon by the parties hereto promptly following the date of this AgreementAgreement (such actions, GET has delivered to Jabil true and complete copies the “Benefit Plan Actions”); provided, however, that in no event will any Benefit Plan Actions unreasonably interfere with the operation of Seller’s or any of its Affiliate’s business. Buyer shall (i) each promptly upon request by Seller reimburse Seller for all out-of-pocket costs incurred by Seller or any of its Affiliates in connection with the Benefit Plan orActions, in whether incurred before or after the case of any unwritten Benefit PlansClosing, descriptions thereof, and (ii) the most recent annual report filed indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all Losses incurred by them in connection with the appropriate Governmental Entity with respect Benefit Plan Actions, except to each Benefit Plan, if the extent any such report was requiredLosses resulted from the bad faith or willful misconduct of Seller, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies its Affiliates or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISAtheir respective Representatives. (h) Except as disclosed on Schedule 5.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.8, none of the Companies has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction of any contributions thereto by any Company, is the subject of a current or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 to this Agreement, none Part 2.12(a) of the Companies has any collective bargaining or union contracts or agreements. There have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any Disclosure Schedule contains a list of the all employees or activities of any of the Companies. To the knowledge of GET, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election MTC and with respect to each employee (i) the employees annual salary, bonus payments and other compensation accrued in fiscal 1998 and (ii) the first day of employment with MTC. No employee has any agreement or contract, written or verbal, regarding his or her employment. No employee has been promised compensation in excess of the Companies. Except as set forth compensation stated in Schedule 5.8, any employees Part 2.12(a) of the Companies may be terminated at will, with or without cause, without any material severance obligationDisclosure Schedule. (b) The Companies have deducted and remitted Part 2.12(b) of the Disclosure Schedule contains a list of individuals as of October 31, 1998 who perform services for MTC related to the relevant Governmental Entities all income taxesits business and, unemployment insurance contributions and other taxes and amounts which they are required to deduct and remit to such governmental entityas of October 31, and the Companies have made all required filings in respect thereof1998, except to the extent that any failure to deduct, remit were classified as "consultants" or file is not reasonably expected to result in any material liability"independent contractors." (c) Except as set forth on Schedule 5.8 to this Agreement, the consummation Part 2.12(c) of the transactions contemplated by this Agreement will Disclosure Schedule lists (A) all Employee Benefit Plans of MTC, (B) all employment agreements, including, but not in and of itself (i) entitle limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee or director of any of the Companies to severance pay, unemployment compensation or any other similar payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"))MTC, and (C) all other bonusemployee benefit, pension, profit sharing, deferred compensation, bonus or other incentive compensation, stock ownershipoption, stock purchase, stock optionappreciation, stock bonusseverance pay, phantom stocklay-off or reduction in force, retirementchange in control, vacationsick pay, severancevacation pay, disabilitysalary continuation, death benefitretainer, welfareleave of absence, holiday bonuseducational assistance, hospitalizationservice award, medical employee discount, fringe benefit plans, arrangements, policies or other plan practices, whether legally binding or arrangementnot, providing benefits to which MTC maintains, contributes to or has any current obligation to or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) liability for the benefit of any employee, officer or director of any of the Companies (collectively, the "Benefit Plans"). . Each of the Benefit Plans sponsored or maintained by either the MTC or an ERISA Affiliate, or to which either the MTC or an ERISA Affiliate contributes, or has any obligation or liability to contribute, (ecollectively, the "Plans") Except as set forth on Schedule 5.8provides that it may be amended or terminated at any time and, each Benefit Plan set forth in Schedule 5.8 which is intended by GET to be tax qualified except for benefits protected under Section 401(a411(d) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date of this AgreementCode, GET has delivered to Jabil true and complete copies of (i) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISA. (h) Except as disclosed on Schedule 5.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides all benefits payable to current or future retirees terminated employees or current any beneficiary may be amended or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage lawterminated at any time without liability. (i) Each None of the Plans is a Defined Benefit Plan or a Multiemployer Plan and neither MTC nor any ERISA Affiliate has ever (A) sponsored, maintained or contributed to, or been obligated to contribute to, a Defined Benefit Plan or (B) contributed to, or been obligated to contribute to, a Multiemployer Plan. (ii) Neither MTC nor any ERISA Affiliate maintains or contributes to any employee welfare benefit plan that provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (iii) Each Plan which is an Employee Benefit Plan has complied since its inception by its terms and in operation with the requirements provided by any and all related trust statutes, orders or other agreements conform governmental rules or regulations currently in form effect and operation toapplicable to the Plan, including but not limited to ERISA and comply with, all applicable laws and regulationsthe Code. MTC is not subject to a risk of liability to any governmental entity, including, without limitation, ERISA and excise taxes or civil penalties, as the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.8, none result of the Companies has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction application of any contributions thereto by any Company, is the subject provision of a current ERISA or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.the

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 to this Agreement, none Part 3.13 of the Companies has Disclosure Letter contains a complete and accurate list of the following information for each employee or director of the Acquired Companies, including each employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any collective bargaining change in compensation since April 30, 2003; vacation accrued; and service credited for purposes of vesting and eligibility to participate under any Acquired Company's Company Benefit Arrangements (defined below) or union contracts Company Pension Plan (defined below). (b) No employee or agreements. There have not been director of any unfair labor practice complaints, material labor difficulties or work stoppagesAcquired Company is a party to, or threats thereofis otherwise bound by, affecting any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his duties as an employee or director of the employees Acquired Companies, or activities (ii) the ability of any of Acquired Company to conduct its business, including any Proprietary Rights Agreement with Sellers or the CompaniesAcquired Companies by any such employee or director. To the knowledge of GETAcquired Companies' and the Sellers' Knowledge, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees director, officer, or other key employee of any Acquired Company intends to terminate his employment with such Acquired Company. (c) Part 3.13 of the Disclosure Letter also contains a complete and accurate list of the following information for each retired employee or director of the Acquired Companies. , or their dependents, receiving benefits or scheduled to receive benefits in the future: name, pension benefit, pension option election, retiree medical insurance coverage, retiree life insurance coverage, and other benefits. (d) Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligation. (b) The Companies have deducted and remitted Part 3.13 to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes and amounts which they are required to deduct and remit to such governmental entity, and the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is not reasonably expected to result in any material liability. (c) Except as set forth on Schedule 5.8 to this AgreementDisclosure Letter, the consummation Acquired Companies do not have any employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of the transactions contemplated by this Agreement will not in and of itself (i) entitle any current or former employee of any of the Companies to severance pay, unemployment compensation or any other similar payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit confidentiality of any employee, officer proprietary information or director assignment of any of the Companies (collectively, "Benefit Plans"inventions). (e) Except as set forth disclosed in Part 3.13 of the Disclosure Letter, neither of the Acquired Companies (i) has ever been and is not now subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) has any current labor disputes. Each of the Acquired Companies has good employee relations, and has no Knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on Schedule 5.8such employee relations, each Benefit Plan set forth in Schedule 5.8 which is intended by GET and has no Knowledge that any of its key employees intends to leave its employ. All of the employees of the Acquired Companies are legally permitted to be tax qualified under Section 401(a) of employed by the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to JabilAcquired Companies, respectively, in their current job capacities. (f) On or prior Part 3.13 to the date of this Agreement, GET has delivered to Jabil true and complete copies of Disclosure Letter identifies (i) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, "employee benefit plan," and (ii) all other written or formal plans or agreements (other than statutory programs in the most recent annual report filed with province of Quebec or Canada) involving direct or indirect compensation or benefits in the appropriate Governmental Entity with respect to aggregate amount including each Benefit Planemployment, if severance or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for amounts of insurance coverage in excess of $100,000 (including any such report was requiredself-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which (iiiA) is entered into, currently or is previously maintained or contributed to, as the most recent summary plan description for each Benefit Plan for which such summary plan description is requiredcase may be, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, by the Acquired Companies and (vB) covers any employee or former employee of the most recent actuarial reportAcquired Companies (excluding workers' compensation, if anyunemployment and other government mandated plans). Such contracts, relating plans and arrangements as are described in this Section 3.13 are herein referred to any collectively as the "Company Benefit PlanArrangements." (g) None Copies of all Company Benefit Arrangements (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions and any summary of any material modification) have been delivered to Western, together with the three most recent annual reports prepared in connection with any such Company Benefit Arrangements. All Company Benefit Arrangements that individually or collectively would constitute an "employee pension benefit plan," (collectively, the "Company Pension Plans"), are identified as such in Part 3.13 of the Companies nor any officer Disclosure Letter. All contributions due from either Acquired Company in an aggregate amount in excess of $25,000 with respect to any of the Companies Company Benefit Arrangements have been made or have been accrued on the Acquired Companies' financial statements as of April 30, 2004. Each Company Benefit Arrangement has been maintained substantially in compliance with its terms and with the requirements prescribed by any of the Benefit Plansand all statutes, or any trusts created thereunderorders, or any trustee or administrator thereof, has engaged in rules and regulations. No Company Pension Plan constitutes a "prohibited transactionmultiemployer" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISAplan. (h) Except No Company Benefit Arrangement will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. To the extent permitted by applicable law, Western has been given direct access to the claims experience of any Company health plan to enable it to ascertain whether any persons covered by that plan have incurred claims in excess of $100,000 in the preceding 12 months. Company has taken such actions as disclosed on Schedule 5.8may be necessary to authorize Western to obtain such information. However, no Company does not represent that such Benefit Plan information may be provided to Western under applicable law. Western shall take such actions as are appropriate under the circumstances to preserve the confidentiality of that is an employee welfare benefit plan (data so as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or comply with applicable state continuation coverage law. (i) Each Benefit Plan and all related trust or other agreements conform in form and operation There has been no amendment to, and comply withwritten interpretation or announcement (whether or not written) by the Acquired Companies relating to, all or change in employee participation or coverage under, any Company Benefit Arrangement that would increase materially the expense of maintaining such Company Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended 2003, except for any changes required by applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosedlaw. (j) Except as disclosed in Schedule 5.8, none The group health plans that benefit employees of the Acquired Companies has announced a plan are in compliance, in all material respects, with the continuation coverage requirements applicable to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit planthe Company and the regulations thereunder, as defined in Section 3(3) of ERISAsuch requirements affect the Acquired Companies and their employees. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction of any contributions thereto by any Company, is the subject of a current or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.

Employees; Employee Benefits. (a) Attached as Schedule 4.7 to this Agreement is a list, as of the date of this Agreement, of all employees of CACI or any Subsidiary employed in the Business, and their respective dates of hire, positions, base salary and commission schedule (if applicable). Except as disclosed in set forth on Schedule 5.8 4.7 to this Agreement, none of the Companies such employees has any agreement with CACI or any Subsidiary. CACI does not have any collective bargaining or union contracts or agreements. There have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any of the employees or activities of CACI or any of the CompaniesSubsidiary. To the knowledge of GETCACI, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the CompaniesCACI. Except as set forth in Schedule 5.84.7, any employees employee of the Companies CACI and each Subsidiary may be terminated at will, with or without cause, without any material severance obligation. (b) The Companies have CACI has deducted and remitted remitted, or caused to be deducted and remitted, to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes Taxes and amounts which they are it is required to deduct and remit to such governmental entityGovernmental Entities, and the Companies have made CACI has made, or caused to be made, all required filings in respect thereof, except to the extent that any failure to deduct, deduct or remit or file is will not reasonably expected to result in any material liabilitya Material Adverse Effect. (c) Except as set forth on Schedule 5.8 4.7 to this AgreementAgreement or as otherwise required by Law, the consummation of the transactions contemplated by this Agreement will not in and of itself (i1) entitle any current or former employee of CACI or any of the Companies Subsidiary to severance pay, unemployment compensation or any other similar payment, or (ii2) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 4.7 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the CompaniesCACI or any Subsidiary, or maintained or contributed to by the Companies CACI or any Subsidiary or by any member of their its controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of CACI or any of the Companies Subsidiary (collectively, "Benefit Plans"). (e) Except as set forth on Schedule 5.84.7, each Benefit Plan set forth in Schedule 5.8 4.7 which is intended by GET CACI to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to JabilCompuware, which determination letter has not been rescinded. (f) On or prior to the date of this Agreement, GET CACI has delivered to Jabil Compuware true and complete copies of (i1) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, (ii2) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii3) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv4) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v5) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None Except as set forth on Schedule 4.7 to this Agreement, to the knowledge of the Companies nor CACI, none of CACI or any Subsidiary, any officer of CACI or any of the Companies Subsidiary or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject CACI, any Company Subsidiary or any officer of CACI or any Company Subsidiary to a material tax Tax or penalty on prohibited transactions or to any liability under ERISA. (h) Except as disclosed on Schedule 5.84.7 to this Agreement, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Except as would not impose a material liability on CACI, any Subsidiary or any Asset, or except as set forth on Schedule 4.7 to this Agreement, each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.84.7 to this Agreement, none of the Companies CACI or any Subsidiary has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid or accrued in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.84.7 to this Agreement, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time Closing Date. All Pension Benefit Guaranty Corporation premiums have been timely paid and, except as disclosed on Schedule 4.7 to this Agreement, the assets of any Benefit Plan which is a defined benefit plan are sufficient, as of the MergerClosing Date, to fund all of the benefit liabilities of such Benefit Plan (determined on a plan termination basis) and there has occurred no reportable event with respect to any Benefit Plan which is subject to Title IV of ERISA. (l) Except as disclosed on Schedule 5.84.7 to this Agreement, no Benefit Plan, or the Tax deduction of any contributions thereto by CACI or any CompanySubsidiary, is is, to the knowledge of CACI, the subject of a current or pending an audit by any Governmental Entity, and no litigation or asserted claims exist against CACI, any Company Subsidiary or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.

Employees; Employee Benefits. (a) Except Schedule 4.24(a) sets forth a true, correct and complete list of each those employees designated by the Company as disclosed in Schedule 5.8 to this Agreement, none key personnel of the Companies has any collective bargaining Company and/or its Subsidiaries, setting forth the name, title, current base salary or union contracts or agreements. There have not been any unfair labor practice complaintshourly rate for each such person, material labor difficulties or work stoppagesalong with total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended December 31, or threats thereof, affecting any of the employees or activities of any of the Companies. To the knowledge of GET, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the Companies. Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligation2021 and 2022. (b) The Companies have deducted Neither the Company nor any Subsidiary is a party to or subject to any collective bargaining agreement, non-competition agreement restricting the activities of any member of the Company Group, or any similar agreement, and remitted there has been no activity or Proceeding by a labor union or representative thereof to organize any employees of any member of the Company Group. There is no labor strike, material slowdown or material work stoppage or lockout pending or, to the relevant Governmental Entities all income taxesKnowledge of the Company and/or any Subsidiary, unemployment insurance contributions and other taxes and amounts which they are required threatened against the Company and/or any Subsidiary. Further, neither the Company nor any Subsidiary has ever experienced any strike, material slowdown, material work stoppage or lockout by or with respect to deduct and remit to such governmental entity, and the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is not reasonably expected to result in any material liabilityits employees. (c) Except as set forth on Schedule 5.8 There are no pending or, to this Agreement, the consummation Knowledge of the transactions contemplated by this Agreement will not in and of itself (i) entitle Company and/or any current Subsidiary, threatened claims or former employee of any of Proceedings against the Companies to severance pay, unemployment compensation Company or any other similar payment, Subsidiary under any worker’s compensation policy or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employeelong-term disability policy. (d) Schedule 5.8 lists 4.24(d) sets forth an accurate and complete list of all "material Company and Subsidiary “Benefit Arrangements.” For purposes of this Agreement, “Benefit Arrangements” means all “employee benefit plans" ” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether or not subject to ERISA, and all any other plan providing for non-discretionary bonus, pensioncommission or incentive compensation, profit sharing, equity, phantom stock, pension, severance, savings, deferred compensation, incentive compensationfringe benefit, insurance, retirement, welfare, post-retirement health or welfare benefit, health insurance, life insurance, stock ownershipoption, stock purchase, stock optionappreciation right, stock bonus, phantom restricted stock, retirementcompany car, scholarship, relocation, disability insurance, accident, sick pay, sick leave, accrued leave, vacation, severanceholiday, disabilitytermination, death benefitunemployment, welfareindividual employment, holiday bonusexecutive compensation, hospitalizationpayroll practices, medical retention, change in control, or other plan or arrangementplan, providing benefits to any current or former employeeagreement, officer or director of the Companiespolicy, trust fund, or maintained arrangement (whether written or unwritten, insured or self-insured) maintained, sponsored, or contributed to by the Companies (or with respect to which any obligation to contribute has been undertaken) by any member of their controlled group(sthe Company Group on behalf of any employee, officer, director, consultant or other service provider of any member of the Company Group or under which any member of the Company Group has any Liability, or any understanding between the Company or any Subsidiary and any employee concerning the terms of such employee’s employment that does not apply to the Company Group’s employees generally. (e) as defined With respect to each Benefit Arrangement, the Company has made available to Parent or its counsel a true and complete copy, to the extent applicable, of: (i) each writing constituting a part of such Benefit Arrangement and all amendments thereto, (ii) the most recent annual report and accompanying schedule; (iii) the current summary plan description and any material modifications thereto; (iv) the most recent annual financial and actuarial reports; (v) the most recent determination or opinion letter received by any member of the Company Group from the IRS regarding the tax-qualified status of such Benefit Arrangement and (vi) the most recent written results of all required compliance testing. (f) With respect to each Benefit Arrangement, (i) each Benefit Arrangement has been established, maintained and administered in all material respects in accordance with its express terms and with the requirements of ERISA, the Code Sections and other applicable Law; (ii) there are no pending or threatened actions, claims or lawsuits against or relating to the Benefit Arrangement or against any fiduciary of the Benefit Arrangement with respect to the operation of such arrangements (other than routine benefits claims); (iii) each Benefit Arrangement intended to be qualified under Section 401(a) of the Code has received a favorable determination, or may rely upon a favorable opinion letter, from the Internal Revenue Service that it is so qualified and nothing has occurred since the date of such letter with respect to the operation of such Benefit Arrangement which could cause the loss of such qualification or the imposition of any material liability, penalty or tax under ERISA or the Code; (iv) no such Benefit Arrangement is under audit or investigation by any Governmental Authority or regulatory authority; (v) all payments required to be made by any member of the Company Group under any Benefit Arrangement, any contract, or by Law (including all contributions (including all employer contributions and employee salary reduction contributions), insurance premiums or intercompany charges) have been timely made or properly accrued and reflected in the most recent consolidated balance sheet prior to the date hereof, in accordance with the provisions of each of the Benefit Arrangement, applicable Law and U.S. GAAP, in each case, in all material respects; and (vi) there are no facts or circumstances that would be reasonably likely to subject the Company or any Subsidiary to any assessable payment under Section 4980H of the Code with respect to any period prior to the Closing Date. (g) No Benefit Arrangement is, and none of the Company, any Subsidiary, any corporation, trade, business, or entity that would be deemed a “single employer” with the Company within the meaning of Section 414(b), (c), (m), or (o) for of the benefit Code or Section 4001 of any employeeERISA (each, officer an “ERISA Affiliate”), or director of any of their respective predecessors has contributed to, contributes to, has been required to contribute to, or otherwise participated in or participates in or in any way has any Liability with respect to any plan subject to Section 412, 430 or 4971 of the Companies Code, Section 302 or Title IV of ERISA, including any “multiemployer plan” (collectively, "Benefit Plans"). (ewithin the meaning of Sections 3(37) Except as set forth on Schedule 5.8, each Benefit Plan set forth in Schedule 5.8 which is intended by GET to be tax qualified under or 4001(a)(3) of ERISA or Section 401(a414(f) of the Code has received Code), a determination letter to that effect from the Internal Revenue Service and a copy “multiple employer plan” (as defined in Section 413 of the most recent determination letter for each such Benefit Plan Code), a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063, 4064 and 4069 of ERISA or Section 413(c) of the Code, or a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. No event has been delivered occurred and no condition exists that would subject any member of the Company Group by reason of its affiliation with any current or former ERISA Affiliate to Jabil. (f) On or prior to the date of this Agreement, GET has delivered to Jabil true and complete copies of any material (i) each Benefit Plan orTax, in the case of any unwritten Benefit Planspenalty, descriptions thereoffine, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, Lien or (iii) other Liability imposed by XXXXX, the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract Code or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) other applicable Laws. None of the Companies nor any officer of any Benefit Arrangements provide retiree health or life insurance benefits except as may be required by Section 4980B of the Companies or any Code and Section 601 of the Benefit PlansERISA, or any trusts created thereunderother applicable Law, or any trustee at the expense of the participant or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISAthe participant’s beneficiary. (h) Except as disclosed on Schedule 5.8Neither the execution, no such Benefit Plan that delivery and performance of this Agreement or any Additional Agreement to which the Company is an employee welfare benefit plan a party nor the consummation of the transactions contemplated by this Agreement will (as defined either alone or in ERISA Section 3(1)combination with another event) provides (i) result in any severance or other payment becoming due, or increase the amount of any compensation or benefits due, to any current or future retirees former employee, officer, director, consultant or current other service provider of any member of the Company Group; (ii) limit or future former employees and their dependentsrestrict the right of any member of the Company Group to merge, except as required by amend or terminate any Benefit Arrangement; or (iii) result in the Consolidated Omnibus Budget Reconciliation Act acceleration of 1985, as amendedthe time of payment or vesting, or applicable state continuation coverage lawresult in any payment or funding (through a grantor trust or otherwise) of any such compensation or benefits under, or increase the amount of compensation or benefits due under, any Benefit Arrangement. (i) Each Benefit Plan Neither the execution, delivery and all related trust performance of this Agreement or any Additional Agreement to which the Company is a party nor the consummation of the transactions contemplated by this Agreement will (either alone or in combination with another event) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) on account of the transactions contemplated by this Agreement. No person is entitled to receive any additional payment (including any tax gross-up or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and payment) from any member of the Company Group as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.8, none of the Companies has announced Each Benefit Arrangement that is a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit “nonqualified deferred compensation plan, ” (as defined in Section 3(3409A(d)(1) of ERISAthe Code) is, in all material respects, in documentary compliance with, and has in all material respects been administered in compliance with, Section 409A of the Code. (k) All insurance premiums or contributions required, with With respect to any Benefit PlanArrangement that is subject to the Laws or applicable customs or rules of relevant jurisdictions other than the United States (each, have a “Foreign Arrangement” ): (i) each Foreign Arrangement is in compliance in all material respects with the applicable provisions of Law and regulations regarding employee benefits, mandatory contributions and retirement plans of each jurisdiction in which each such Foreign Arrangement is maintained, to the extent those Laws are applicable to such Foreign Arrangement; (ii) each Foreign Arrangement has been paid administered at all times and in full and there exist no funding deficiencies within the meaning of Code Section 412 all material respects in accordance with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, its terms; (iii) there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction of any contributions thereto by any Company, is the subject of a current or pending audit investigations by any Governmental EntityAuthority involving any Foreign Arrangement, and no litigation or asserted pending claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit (except for claims as are made for benefits payable in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected the Foreign Arrangements), suits or proceedings against any Foreign Arrangement or asserting any rights or claims to give rise benefits under any Foreign Arrangement; (iv) the transactions contemplated by this Agreement, by themselves or in conjunction with any other transactions, will not create or otherwise result in any material liability, accelerated payment or any enhanced benefits with respect to any action, suit, grievance, arbitration or other claim Foreign Arrangement; and (v) all Liabilities with respect to each Foreign Arrangement have been funded in connection accordance with any Benefit Planthe terms of such Foreign Arrangement and have been properly reflected in the financial statements of the Company.

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 to this Agreement, none 5.18(a) of the Companies has any collective bargaining or union contracts or agreements. There have not been any unfair labor practice complaintsCompany Disclosure Schedules sets forth a true, material labor difficulties or work stoppages, or threats thereof, affecting any correct and complete list of the employees or activities of any executive officers of the Companies. To Company and each Subsidiary, setting forth the knowledge of GET, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the Companies. Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligationname and title for each such Person. (b) The Companies have deducted and remitted to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes and amounts which they are required to deduct and remit to such governmental entity, and the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit or file is not reasonably expected to result in any material liability. (c) Except as set forth on Schedule 5.8 5.18(b) of the Company Disclosure Schedules, neither the Company nor any Subsidiary is a party to or subject to any collective bargaining agreement, non-competition agreement restricting the activities of the Company, or any similar agreement, and there has been no Proceeding or other activity by a labor union or any representative thereof to organize any employees of the Company or any Subsidiary. (c) Schedule 5.18(c) of the Company Disclosure Schedules sets forth an accurate and complete list of all material Company and Subsidiary Benefit Arrangements. For purposes of this Agreement, the consummation of the transactions contemplated by this Agreement will not in and of itself (i) entitle any current or former employee of any of the Companies to severance pay, unemployment compensation or any other similar payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 lists “Benefit Arrangements” means all "“employee benefit plans" ” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), whether or not subject to ERISA, and all any other plan providing for discretionary or non-discretionary bonus, pensioncommission or incentive compensation, profit sharing, pension, severance, savings, deferred compensation, incentive compensationfringe benefit, insurance (whether medical, dental, life, disability or otherwise), welfare, post-retirement health or welfare benefit, severance, stock ownershipoption, phantom stock, stock purchase, stock option, stock bonus, phantom restricted stock, retirementcompany car, scholarship, relocation, disability, accident, sick pay, sick leave, accrued leave, vacation, severanceholiday, disabilitytermination, death benefitunemployment, welfareindividual employment, holiday bonusexecutive compensation, hospitalizationpayroll practices, medical retention, change in control, or other plan or arrangementplan, providing benefits to any current or former employeeagreement, officer or director of the Companiespolicy, trust fund, or maintained arrangement (whether written or unwritten, insured or self-insured) maintained, sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit Company on behalf of any employee, officer officer, director, consultant or director of any other service provider of the Companies (collectively, "Benefit Plans"). (e) Except as set forth on Schedule 5.8, each Benefit Plan set forth in Schedule 5.8 which is intended by GET to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date of this Agreement, GET has delivered to Jabil true and complete copies of (i) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or under which the Company has any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISALiability. (h) Except as disclosed on Schedule 5.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.8, none of the Companies has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction of any contributions thereto by any Company, is the subject of a current or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.

Employees; Employee Benefits. (a) Attached as Schedule 4.8(a) to this Agreement is a list, as of the date of this Agreement, of all employees of DevStream, and their respective dates of hire, positions, base salary and commission schedule (if applicable). Except as disclosed in set forth on Schedule 5.8 4.8(a) to this Agreement, none of the Companies such employees has any agreement with DevStream. DevStream does not have any collective bargaining or union contracts or agreements. There have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any of the employees or activities of any of the CompaniesDevStream. To the knowledge of GETDevStream, there is no union campaign presently being conducted to solicit employees to authorize a union to request a national labor relations board certification election with respect to the employees of any of the CompaniesDevStream. Except as set forth in Schedule 5.84.8(a), any employees employee of the Companies DevStream may be terminated at will, with or without cause, without any material severance obligation. (b) The Companies have DevStream has deducted and remitted to the relevant Governmental Entities all income taxes, unemployment insurance contributions and other taxes Taxes and amounts which they are it is required to deduct and remit to such governmental entityGovernmental Entities, and the Companies have DevStream has made all required filings in respect thereof, except to the extent that any failure to deduct, deduct or remit or file is will not reasonably expected to result in any material liability. (c) Except as set forth on Schedule 5.8 4.8(c) to this Agreement, the consummation of the transactions contemplated by this Agreement will not in and of itself (i1) entitle any current or former employee of any of the Companies DevStream to severance pay, unemployment compensation or any other similar payment, or (ii2) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee. (d) Schedule 5.8 4.8(d) lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the CompaniesDevStream, or maintained or contributed to by the Companies DevStream or by any member of their its controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans"). (e) Except as set forth on Schedule 5.8, each Benefit Plan set forth in Schedule 5.8 which is intended by GET to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date of this Agreement, GET has delivered to Jabil true and complete copies of (i) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISA. (h) Except as disclosed on Schedule 5.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosed. (j) Except as disclosed in Schedule 5.8, none of the Companies has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions required, with respect to any Benefit Plan, have been paid in full and there exist no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Benefit Plan with regard to policy years or other periods ending on or before the Effective Time of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Plan, or the deduction of any contributions thereto by any Company, is the subject of a current or pending audit by any Governmental Entity, and no litigation or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to give rise to any action, suit, grievance, arbitration or other claim in connection with any Benefit Plan.,

Employees; Employee Benefits. (a) Except as disclosed in Schedule 5.8 to this Agreement, none of the Companies has any collective bargaining or union contracts or agreements. There have not been any unfair labor practice complaints, material labor difficulties or work stoppages, or threats thereof, affecting any of the employees or activities of any of the Companies. To the knowledge of GETSphinx, there is as of the Agreement Date, no union campaign presently being conducted Executive Level Business Employee intends to solicit employees to authorize a union to request a national labor relations board certification election terminate his or her employment with respect Sphinx or any of its Subsidiaries prior to the employees of any one year anniversary of the Companies. Except as set forth in Schedule 5.8, any employees of the Companies may be terminated at will, with or without cause, without any material severance obligationClosing. (b) The Companies Sphinx and its Subsidiaries are and for the past three years have deducted been in compliance in all material respects with all applicable Laws regarding labor, employment and remitted employment practices, including provisions thereof relating to terms and conditions of employment, discrimination, employee leave, disability rights or benefits, immigration, equal opportunity, affirmative action and affirmative action plan requirements (as applicable), wages and hours, worker classification, plant closings and mass layoffs, including the Worker Adjustment and Retraining Notification Act of 1988, as amended, ERISA, COBRA and the Fair Labor Standards Act of 1938, as amended (or similar state or local Laws), with respect to the relevant Governmental Entities Business. Except as would not result in material Liabilities, each of Sphinx and its Subsidiaries has paid all income taxessalaries, unemployment insurance contributions wages, wage premiums, commissions, bonuses, expense reimbursements, severance, and other taxes compensation that has come due and amounts which they are required payable to deduct employees working in the Business pursuant to applicable Law, Contract or Sphinx Party policy. Within the past three years, neither Sphinx nor any of its Subsidiaries has implemented any employee layoffs that could implicate the Worker Adjustment and remit Retraining Notification Act of 1988 or any similar or related Law (collectively, the “WARN Act”) or any similar action requiring notification to such governmental entity, and or consultation with employees working in the Companies have made all required filings in respect thereof, except to the extent that any failure to deduct, remit Business or file is not reasonably expected to result in any material liabilitytheir representatives. (c) Except as set forth on described in Schedule 5.8 4.12(d) of the Sphinx Disclosure Letter, there is not, and for the past three years there has not been: (i) any strike, material grievance, arbitration, slowdown, picketing, work stoppage or material labor dispute related to, or involving, employees working in the Business, and to the knowledge of Sphinx, none are threatened; (ii) any collective bargaining agreement, works council or labor Contract related or otherwise applicable to the Business or employees working in the Business; and (iii) to the knowledge of Sphinx, any union organization effort with respect to the Business or employees working in the Business and none are threatened. (d) With respect to each Sphinx Benefit Plan intended to qualify under Section 401(a) of the Code, such Sphinx Benefit Plan is so qualified, and has timely received a determination letter, advisory or opinion letter from the U.S. Internal Revenue Service, and no act or omission has occurred which could reasonably be expected to adversely affect such Sphinx Benefit Plan’s qualification. Each Sphinx Benefit Plan and each related trust, insurance Contract and fund has been established, maintained, funded, and administered in accordance with its terms and complies in form and in operation in all material respects with applicable Law. None of Sphinx, the Other Sphinx Entities nor to the knowledge of Sphinx, any other Person has engaged in any transaction, including any nonexempt “prohibited transactions” as such term is defined in Section 406 of ERISA or Section 4975 of the Code or any breach of fiduciary duty (as determined under ERISA) with respect to any Sphinx Benefit Plan that would subject Arion or any of its Affiliates (including the Purchased Entities following the Closing) to any Tax, Liability or penalty (civil or otherwise). No Proceedings, audits, investigations or claims are pending (other than routine undisputed claims for benefits), or to the knowledge of Sphinx, threatened with respect to any Sphinx Benefit Plan. Sphinx has made available to Arion, with respect to each material Sphinx Benefit Plan, to the extent applicable: (i) a copy of the current plan documents (with any amendments thereto), or if unwritten, a written description of the material terms, (ii) a copy of the most recent determination, advisory or opinion letter from the U.S. Internal Revenue Service, and (iii) the most recent financial statements, actuarial reports, and annual report (Form 5500 series). (e) Each of Sphinx and its Subsidiaries has satisfied, or will satisfy prior to Closing, all notice, consultation, information, and bargaining obligations owed to any Business Employee or to any labor union, works council, or labor organization representing any Business Employee or with respect to the Business, in connection with the execution of this Agreement, the Sphinx Pre-Closing Restructuring, or consummation of the transactions contemplated by this Agreement. (f) None of Sphinx, the Other Sphinx Entities, or any of their ERISA Affiliates, nor any predecessor thereof, sponsors, maintains or contributes to, or in the past six years prior to the Agreement Date has sponsored, maintained or contributed to, and no Sphinx Benefit Plan is or was a multiemployer plan within the meaning of Section 3(37) of ERISA or a defined benefit plan within the meaning of Section 3(35) of ERISA that, in each case, could reasonably be expected to result in the imposition of any Liability to Arion or any of its Affiliates (including the Purchased Entities following the Closing). None of Sphinx, the Other Sphinx Entities or any of their ERISA Affiliates has incurred any unsatisfied Liability (including withdrawal Liability) under, and, no circumstances exist that could reasonably be expected to result in any Liability to Sphinx, any Other Sphinx Entity or any of their ERISA Affiliates under, Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that could become a Liability on Arion or any of its Affiliates (including the Purchased Entities following the Closing), including as a consequence of at any time being considered a single employer under Section 414 of the Code with any other Person. (g) No Purchased Entity or Sphinx Benefit Plan has any Liability to provide or has any Liability with respect to an obligation to provide, medical, dental or life insurance coverage or any other welfare benefits after termination of employment in respect of any Business Employees, except as may be required under foreign Law, or Section 4980B of the Code for which the recipient pays the full cost of coverage. (h) Each Sphinx Benefit Plan that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated and maintained, in form and operation, in accordance in all material respects with Section 409A of the Code and applicable guidance of the Department of Treasury and Revenue Services; no amount with respect to any Business Employee under any such Sphinx Benefit Plan is or has been subject to the interest and additional tax set forth under Section 409A(1)(B) of the Code; no Sphinx Party has any obligation to any Business Employee to gross-up, indemnify or otherwise reimburse any Business Employee with respect to any Tax, including under Sections 409A or 4999 of the Code; and no Sphinx Party is a party to any Contract or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” to any Business Employee within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) as a result of the transactions contemplated by this Agreement. (i) Except as described in Schedule 4.12(j) of the Sphinx Disclosure Letter, the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions hereunder and thereunder (including the consummation of the Purchase Transactions, either alone or together with any other event) will not, directly or indirectly, (i) entitle any Business Employee to extra statutory severance pay under any Sphinx Benefit Plan or otherwise exceeding the minimum severance required by applicable Law (except to the extent provided under Section 6.7(h) upon a Qualifying Termination (as defined in Section 6.7(h)) that occurs following the Closing), (ii) result in any payment (whether in cash, property or the vesting of property) becoming due, accelerate the time of payment, funding or vesting of compensation or benefits, or increase the amount of compensation or benefits due to any Business Employee under any Sphinx Benefit Plan or otherwise, or (iii) result in any forgiveness of Indebtedness, trigger any funding obligation under any Sphinx Benefit Plan that is sponsored or maintained by a Purchased Entity. None of Sphinx or any of its Subsidiaries have any obligations to Business Employees for (A) “single-trigger” severance rights or (B) any sale, change in control, transaction, success-based or transition bonuses, in the case of each of clause (A) and (B), which are triggered solely by or payable solely as a result of the consummation of the transactions contemplated by this Agreement will not in and of itself (i) entitle any current or former employee of any of the Companies to severance payAgreement, unemployment compensation or any other similar payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to than any such employee or former employee. (d) Schedule 5.8 lists all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock bonus, phantom stock, retirement, vacation, severance, disability, death benefit, welfare, holiday bonus, hospitalization, medical or other plan or arrangement, providing benefits to any current or former employee, officer or director of the Companies, or maintained or contributed to by the Companies or by any member of their controlled group(s) as defined in Code Sections 414(b), (c), (m), or (o) for the benefit of any employee, officer or director of any of the Companies (collectively, "Benefit Plans"). (e) Except as set forth on Schedule 5.8, each Benefit Plan set forth in Schedule 5.8 obligations which is intended by GET to be tax qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service and a copy of the most recent determination letter for each such Benefit Plan has been delivered to Jabil. (f) On or prior to the date of this Agreement, GET has delivered to Jabil true and complete copies of (i) each Benefit Plan or, in the case of any unwritten Benefit Plans, descriptions thereof, (ii) the most recent annual report filed with the appropriate Governmental Entity with respect to each Benefit Plan, if any such report was required, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity contract or insurance contract relating to any Benefit Plan, and (v) the most recent actuarial report, if any, relating to any Benefit Plan. (g) None of the Companies nor any officer of any of the Companies or any of the Benefit Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as defined in Code Section 4975 or ERISA Section 406) or any other breach of fiduciary responsibility that would subject any Company or any officer of any Company to a material tax or penalty on prohibited transactions or to any liability under ERISA. (h) Except as disclosed on Schedule 5.8, no such Benefit Plan that is an employee welfare benefit plan (as defined in ERISA Section 3(1)) provides benefits to current or future retirees or current or future former employees and their dependents, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state continuation coverage law. (i) Each Benefit Plan and all related trust or other agreements conform in form and operation to, and comply with, all applicable laws and regulations, including, without limitation, ERISA and the Code, and all reports or information relating to each such Benefit Plan required to be filed with any Governmental Entity or disclosed to participants has been timely filed and disclosedare Excluded Liabilities. (j) Except as disclosed described in Schedule 5.8, none 4.12(k) of the Companies has announced a plan to create, nor does it have any legally binding commitment to create, any new arrangement which would, when established, constitute an employee benefit plan, as defined in Section 3(3) of ERISA. (k) All insurance premiums or contributions requiredSphinx Disclosure Letter, with respect to any each Sphinx Benefit Plan established or maintained outside of the United States for the benefit of Business Employees primarily employed outside of the United States (each a “Sphinx Foreign Benefit Plan, ”): (i) all employer and employee contributions required by applicable Law or by the terms of such Sphinx Foreign Benefit Plan have been paid timely made, or if applicable, accrued in full and there exist accordance with normal accounting practices; (ii) no funding deficiencies within the meaning of Code Section 412 with respect to any Benefit Plan. Except as disclosed on Schedule 5.8, there are no known material retrospective adjustments provided for under any insurance contracts maintained pursuant to any Sphinx Foreign Benefit Plan with regard to policy years is a defined benefit pension plan, final salary plan or provides any death, disability or other periods ending on benefit calculated by reference to age, salary or before the Effective Time length of the Merger. (l) Except as disclosed on Schedule 5.8, no Benefit Planservice, or has any unfunded or underfunded liabilities or obligations; and (iii) each Sphinx Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with the deduction of any contributions thereto by any Companyapplicable Governmental Authority; and (iv) each Sphinx Foreign Benefit Plan that is intended to qualify for tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is the subject of a current or pending audit by any Governmental Entity, so qualified and no litigation event has occurred or asserted claims exist against any Company or any Benefit Plan or fiduciary with respect thereto, other than such benefit claims as are made in the normal operation of a Benefit Plan. There are no known facts which are reasonably expected to circumstance exists that may give rise to any action, suit, grievance, arbitration disqualification or other claim in connection with any Benefit Planloss of tax-preferential treatment.